SEC Form 4 · accession 0001209191-16-107003

VISTEON CORP · VC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William M Robertson

Officer — Vice President

Period of report

Mar 4, 2016

Accepted (ET)

Mar 8, 2016 · 4:52 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001111335

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 5, 2016	M	225	—	A	225	D
Common Stock^F2	Mar 5, 2016	F	72	$72.98	D	153	D
Common Stock^F3	holding	—	—		—	1,300	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F4	$72.98	Mar 4, 2016	A	3,396	A	—	Mar 3, 2023	Common Stock	3,396	3,396	D
Performance Rights^F5	—	Mar 4, 2016	A	1,897	A	—	Jan 31, 2019	Common Stock	1,897	1,897	D
Restricted Stock Units^F6	—	Mar 4, 2016	A	1,280	A	—	Mar 4, 2019	Common Stock	1,280	1,280	D
Restricted Stock Units^F1,F6	—	Mar 5, 2016	M	225	D	—	Mar 5, 2018	Common Stock	225	450	D

Explanation of responses

F1Each Restricted Stock Unit, which is the economic equivalent of one share of Visteon common stock, automatically vested on March 5, 2016 and was converted and paid to me in common stock without any election or action on my part. The value of each share was based on the fair market value of Visteon common stock as of March 4, 2016, the next preceding trading day.
F2The shares were withheld by Visteon to satisfy income tax withholding obligations arising in connection with the vesting of certain Restricted Stock Units. The value of each share was based on the fair market value of Visteon common stock as of March 4, 2016, the next preceding trading day.
F3These shares are owned by a parent of the reporting person and subject to a power of attorney that allows the reporting person to dispose of such shares.
F4The option is exercisable to the extent of one third of the shares optioned after one year from the date of grant, two-thirds in two years and in full after three years.
F5Each performance right represents a contingent right to receive one share of Visteon common stock. The vesting of the performance rights is based on relative total shareholder return over a three year performance period and payable in stock or cash at the election of Visteon, subject to tax withholding.
F6Restricted Stock Units vest to the extent of 33% of the units granted each year following the first annivesary of the date of grant until the third anniverary of the date of grant. Each Restricted Stock Unit will be converted and distributed to me, without payment, in cash or stock at the election of Visteon, upon vesting and based upon the then current market value of a share of Visteon common stock, subject to tax withholding.